ORDER REGISTER INC Software BETA/PRE-RELEASE

SUBSCRIPTION SERVICES AGREEMENT

The Subscription Services Beta Service is still under development and testing.

ORDER REGISTER INC has not made any Subscription Service Beta Service generally available as a formal ORDER REGISTER INC product available for purchase by its customers ("GA Service").

You should not place the Beta Service into a production environment.

This Beta/Pre-Release Subscription Services Agreement ("Agreement") governs your use of the Beta Service (as defined below).  This Agreement is between the entity or individual entering into this Agreement ("Customer") and the ORDER REGISTER INC Contracting Entity for the applicable region as described in Section 7(j) ("ORDER REGISTER INC").

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE BETA SERVICE.

ORDER REGISTER INC and/or its affiliates and licensors owns the beta, alpha or other preliminary version of all ORDER REGISTER INC Subscription Services, related documentation, software and any pre-generally available updates, new versions and upgrades, if any (collectively, the “Beta Service”), or has the rights to license use of the Beta Service, and is willing to grant to Customer a limited license to access and use such Beta Service, on the following terms.  “Subscription Services” means the hosted service which packages web-based access and the right-to-use the supported applications and associated reference, user and technical guides.  You may not access the Beta Service if you are ORDER REGISTER INC’s direct competitor, except with ORDER REGISTER INC’s prior written consent.

The Agreement is effective between Customer and ORDER REGISTER INC as of the date of your acceptance.  This Agreement was last updated on December 11, 2015.

1. 1.      BETA LICENSE.  Subject to the terms of this Agreement and the Restrictions on Use set forth below, ORDER REGISTER INC grants to Customer, from time to time a worldwide, non-exclusive, non-sub-licensable, and non-transferable limited license for End Users to access and use the Beta Service in accordance with the terms of this Agreement, solely for the purpose of performing internal testing of the Beta Service.  “End Users” means an individual (i) who are authorized by Customer to use and access the Beta Service, and (ii) who have been assigned unique user identifications and passwords by Customer.  Customer is responsible for End Users’ compliance with this Agreement.
2. 2.      RESTRICTIONS ON USE.  
3. Customer agrees NOT to:

(i)           use the Beta Service to process production data, or where it may be used as would the GA Service;

(ii)          use the Beta Service with data or information that has not been backed up;

(iii)         modify, copy or create derivative works based on the Beta Service;

(iv)        create Internet “links” to or reproduce any content forming part of the Beta Service, other than for its own internal non-production business purposes;

(v)         disassemble, reverse engineer, or decompile the Beta Service or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Beta Service;

(vi)        interfere with or disrupt the integrity or performance of the Beta Service;

(vii)       send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material via the Beta Service;

(viii)      send or store viruses or malicious code via the Beta Service;

(ix)        attempt to gain unauthorized access to the Beta Service or its related software, systems, platforms or networks;

(x)         use any components provided with the Beta Service separately from Beta Service;

(xi)        access the Beta Service for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;

(xii)       sell, distribute, rent, lease, sublicense, display, modify, time share, outsource or otherwise provide the Beta Service to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data;

(xiii)      release any results of performance tests related to Beta Service to any third party without ORDER REGISTER INC’s prior written consent;

(xiv)      modify, delete or remove any ownership, title, trademark, patent or copyright notices (“Identification”) from any Beta Service; or Use the Beta Service for any purpose other than as specifically provided in this Agreement.

1. Customer will be responsible for maintaining the confidentiality of the passwords assigned to Customer. Customer will immediately notify ORDER REGISTER INC if it becomes aware that a password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. Customer will be responsible for any and all activities under Customer’s account and/or using Customer passwords.  Customer will (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Beta Service, and notify ORDER REGISTER INC promptly of any such unauthorized access or use, and (ii) comply with all applicable laws in using the Beta Service.

1. Customer is responsible for complying with all legal requirements, including applicable privacy laws and regulations, relating to the collection, use, processing and transfer of Customer Data.  “Customer Data” means all electronic data or information submitted by Customer to the Beta Service.  Customer acknowledges and consents that the Beta Service provided may require Customer Data to be transferred to a country outside of Customer’s country or the country where the Customer Data originated.

1. 3.      FEEDBACK.  Customer shall promptly provide to ORDER REGISTER INC, in writing, any relevant feedback on the functionality and performance of the Beta Service and any test results (together, the “Feedback”).  ORDER REGISTER INC or its affiliates owns all Feedback relating to the Beta Service.  Customer hereby assigns to ORDER REGISTER INC all rights, title and interest in the Feedback and all intellectual property therein.  If requested by ORDER REGISTER INC, Customer agrees to execute such further instruments as ORDER REGISTER INC may reasonably request confirming ORDER REGISTER INCs ownership interest in such Feedback.
2. 4.      PROPRIETARY RIGHTS AND CONFIDENTIALITY. 
3. ORDER REGISTER INC, its affiliates or licensors retain all rights, title and interest to the Beta Service and all related intellectual property and proprietary rights.  The Beta Service and all third party software provided with the Beta Service is protected by applicable copyright, trade secret, industrial and other intellectual property laws.  ORDER REGISTER INC owns all right, title and interest in all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Beta Service or made available to Customer as a result of the Beta Service (“Service Items”) and access to and use of the relevant Service Items will be governed by the terms of this Agreement.  ORDER REGISTER INC reserves any rights not expressly granted to Customer in this Agreement.  

1. “Confidential Information” means all proprietary or confidential information that is disclosed by ORDER REGISTER INC to Customer, and includes, among other things (i) any and all information relating to the Beta Service or services provided by ORDER REGISTER INC, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) the terms of this Agreement; and (iii) Feedback.  Confidential Information does not include information that Customer can show: (A) was rightfully in Customer’s possession without any obligation of confidentiality before receipt from ORDER REGISTER INC; (B) is or becomes a matter of public knowledge through no fault of Customer; (C) is rightfully received by Customer from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Customer.  Customer may not disclose Confidential Information of ORDER REGISTER INC to any third party or use the Confidential Information in violation of this Agreement.  In the event Customer becomes legally compelled to disclose any Confidential Information, Customer shall provide ORDER REGISTER INC with prompt prior written notice of such requirement so that ORDER REGISTER INC may seek a protective order or other appropriate remedy.  If such protective order or other remedy is not obtained, or if ORDER REGISTER INC waives in writing compliance with the terms of this Agreement, Customer agrees to furnish only that portion of the information which Customer is advised by written opinion of counsel is legally required and to exercise reasonable efforts to obtain confidential treatment of such information.  Customer (i) will exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information, and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information.  Notwithstanding the foregoing, Customer may disclose Confidential Information to Customer’s employees and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.  

1. If Customer becomes aware of any unauthorized use or disclosure of Confidential Information, then Customer will promptly and fully notify ORDER REGISTER INC of all facts known to it concerning such unauthorized use or disclosure.  In addition, if Customer or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the Confidential Information, Customer will not disclose the Confidential Information without providing ORDER REGISTER INC with commercially reasonable advance prior written notice to allow ORDER REGISTER INC to seek a protective order or other appropriate remedy or to waive compliance with this provision.  In any event, Customer will exercise its commercially reasonable efforts to preserve the confidentiality of the the Confidential Information, including, without limitation, cooperating with ORDER REGISTER INC to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the  Confidential Information.

1. 5.      TERMINATION.  The license of Section 1 granted under this Agreement terminates on the earlier of:
   1. ninety (90) days after Customer’s being granted access to the Beta Service,  or
   2. Immediately upon ORDER REGISTER INC’s notice of termination for convenience.

Upon termination of any license or this Agreement, all rights and licenses granted herein will terminate and Customer shall cease accessing or using the Beta Service. Sections 3, 4, 5, 6, and 7 survive the termination of any Beta Service license or this Agreement.

If a GA Service is announced that replaces a Beta Service and Customer desires to acquire a license to access and use that GA Service, then Customer must acquire access to that GA Service under the then-current subscription service terms with ORDER REGISTER INC or its appropriate subsidiary or affiliate.

1. 6.      DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY and exclusive remedy.

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